JCRファーマ(4552) – [Delayed] Notice of Disposition of Treasury Stock through Third-Party Allotment for the Purpose of Making a Donation to Kyoto University

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開示日時:2022/05/24 09:30:00

損益

決算期 売上高 営業益 経常益 EPS
2018.03 2,059,400 378,400 379,400 24.53
2019.03 2,316,000 496,700 498,300 29.99
2020.03 2,478,100 324,500 324,900 21.59
2021.03 3,008,500 826,900 833,000 55.53

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
2,161.0 2,444.74 2,970.905 17.71 27.46

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.03 213,400 313,300
2019.03 301,000 390,500
2020.03 8,900 492,700
2021.03 281,400 1,034,100

※金額の単位は[万円]

▼テキスト箇所の抽出

News Release May 12, 2022 JCR Pharmaceuticals Co., Ltd. Translation Notice of Disposition of Treasury Stock through Third-Party Allotment for the Purpose of Making a Donation to Kyoto University May 12, 2022 — JCR Pharmaceuticals Co., Ltd. (TSE 4552; Chairman and President: Shin Ashida; “JCR”) announced that the Board of Directors has resolved to conduct a disposition of treasury stock through third-party allotment for the purpose of making a donation to Kyoto University as follows. Approval by the JCR Ordinary General Meeting of Shareholders scheduled for June 2022 is a condition for conducting this disposition of treasury stock. 1,000,000 shares of common stock 1. Overview of the Disposition ⑴ Date of disposition July 2022 (planned) ⑵ Number of shares to be disposed ⑶ Disposition price ⑷ Amount to be procured ¥1 per share ¥1,000,000 ⑸ Disposition method Third-party allotment ⑹ Subscriber ⑺ Other Kyoto University This disposition of treasury stock is conditional upon passage of an extraordinary resolution for favorable issuance at the Company’s Ordinary General Meeting of Shareholders scheduled for June 2022. Other items related to the disposition shall be resolved by the Board of Directors after the Ordinary General Meeting of Shareholders. This disposition of treasury stock is conducted as a donation to the Tasuku Honjo “Yuh-shi” Fund and the Cancer Immunotherapy Research Fund set up by Kyoto University, and the Company has designated to Kyoto University, the subscriber of this disposition, that this be incorporated as follows: Tasuku Honjo “Yuh-shi” Fund Cancer Immunotherapy Research Fund 500,000 shares 500,000 shares 2. Purpose and Reason for the Disposition JCR, based on a corporate philosophy of “contributing towards people’s healthcare through pharmaceutical products,” aims to create sustainable corporate value and contribute to the health and wellbeing of patients suffering from rare diseases through business activities that use proprietary biotechnologies and cell therapy and regenerative medicine technologies to create innovative pharmaceutical products responding to unmet medical needs in the fields of rare and intractable diseases. In conjunction, toward realizing the corporate philosophy, JCR has also engaged in various social contribution activities through donations to companies, organizations, etc. that provide humane support in medically disadvantaged countries, support for maternal and child health development, support for children undergoing medical care and their families, and support for development of young medical researchers. As a new initiative for social contribution activities, this disposition of treasury stock is aimed at providing financial support to young researchers to enable them to concentrate on their research. JCR will donate the amount to the two Kyoto University funds, the Tasuku Honjo “Yuh-shi” Fund and the Cancer Immunotherapy Research Fund. The Tasuku Honjo “Yuh-shi” Fund was established with the objective of providing long-term financial support to young researchers who are highly idealistic and involved in life science or basic research, and was set up to commemorate Kyoto University Distinguished Prof. Tasuku Honjo being awarded the Nobel Prize in Physiology or Medicine. The Cancer Immunotherapy Research Fund was set up with the objective of strengthening the long-term financial base of the Center for Cancer Immunotherapy and Immunobiology (CCII), which was established at Kyoto University as Japan’s first comprehensive research institute for cancer immunotherapy research. As the research conducted by these two funds requires long periods, JCR plans to make donations through the disposition of treasury stock with the purpose of providing continued, stable support. From JCR dividend payments, etc., we plan to ensure part of the funds’ source of funding to be provided continuously and stably. By donating to these two funds, we are convinced that it will lead to JCR’s aim to “contribute to health improvements with better treatment options” by supporting development of challenging and creative basic research that could cause a paradigm shift in the field of life science, and support research aiming at realizing long-cherished wish of humankind. the “ full cancer recovery” , which is a Social contribution activities such as these strengthen the JCR corporate brand and lead to further raising employee morale, which we believe contributes to the sustainable growth of JCR and enhances corporate value from a medium- to long-term perspective. 3. Amount of to be Procured, Use and Planned Expenditure Timing (1) Amount of to be procured 1) Total amount for payment 2) Estimated cost of disposition expenses 3) Estimated net proceeds ¥1,000,000 ¥0 ¥1,000,000 (2) Specific Use of Procured Funds The abovementioned net proceeds are planned to be used to cover legal fees, etc. and other expenses necessary to build the scheme for this treasury stock disposition. 4. Views on Rationality of Use of Proceeds The net proceeds are planned to be used to cover legal fees, etc. and other expenses necessary to build the scheme for this treasury stock disposition. JCR believes the use of these funds is rational as the various expenses are essential to build this scheme, and in view of the medium- to long-term perspective that this disposition of treasury stock will lead to the sustainable growth of JCR and enhanced corporate value. 5. Rationality of Disposition Conditions, etc. (1) Grounds for calculation and specific details of amount for payment The objective of this disposition of treasury stock is to contribute to the development of research from donations to the two funds through the disposition of treasury stock to enable continuous and stable financial support to young researchers involved in life science or basic research, or research into cancer immunotherapy. As JCR believes that this will contribute to the realization of its corporate philosophy, sustainable growth and enhancement of corporate value, as noted in the aforementioned 3.-(2), the net proceeds are planned to be used for expenses needed to build this scheme. As a result, we believe the disposition price of ¥1 per share is rational. (2) Grounds for judging that the volume of disposition and scale of stock dilution are rational This disposition of treasury stock has the objective of providing partial financial support for young researchers at the two funds stably on a continued basis. JCR’s basic policy is to pay continuous and stable dividends and believes the scale of the disposition volume to be the source of support for the two funds is reasonable as they can plan on acquiring dividend income through the incorporation of the treasury stock that they can use to achieve their objectives. Moreover, the scale of dilution of stock from this disposition of treasury stock is small and has a negligible impact on the share market, comprising 0.77% (rounded to two decimal places) of the number of shares outstanding (129,686,308 shares) and 0.81% of the total number of voting rights (1,240,719 votes) as of March 31, 2022. 6. Reason for Selection of Subscriber, etc. (1) Overview of the subscriber 1. Name 2. Location 3. Representative 4. Total number of students 5. Capital 6. Date of establishment 7. Relationship with JCR Capital relationship Personnel relationship Transaction relationship Relevant status towards related parties Kyoto University Yoshida-honmachi, Sakyo-ku, Kyoto Nagahiro Minato, president 22,486 (fiscal 2021) ¥268,182 million (fully government-funded) June 1897. Not applicable Not applicable Not applicable Not applicable The purposes of establishment, etc., of the two funds that JCR has designated for incorporation of its shares through the disposal of treasury stock are as follows: 1. Name 2. Location Kyoto University Tasuku Honjo “Yuh-shi” Fund Yoshida-honmachi, Sakyo-ku, Kyoto 3. Establisher 4. Objective of establishment 1. Name 2. Location 3. Establisher 4. Objective of establishment Norihiro Tokitoh, Executive Vice-President for Research, Kyoto University Support through salary and research funding over the long term for young researchers with high ideals and involved in life science or basic research Kyoto University Cancer Immunotherapy Research Fund Yoshida-honmachi, Sakyo-ku, Kyoto Kazuhiro Iwai, Dean, Graduate School of Medicine, Kyoto University the CCII, Strengthen established as a comprehensive research institute for cancer immunotherapy research financial base of long-term the (Note) JCR has confirmed via an investigation based on publicly disclosed information, etc. on websites and other sources, that neither the subscribers nor their directors have absolutely no association with anti-social forces, and have submitted written confirmation of such to the Tokyo Stock Exchange, Inc. (“Tokyo Stock Exchange.”) (2) Reason for the selection of subscribers This disposition of treasury stock has the objective to provide continuous and stable financial support to young researchers involved in life science or basic research, or research into cancer immunotherapy, which leads to JCR’s aim to “contribute to health improvements with better treatment options” and we believe it connects to the Company’s sustained growth and enhanced corporate value. To ensure realizing these goals, we believe that for the research record of the subscribers and their ability to collect funds to support young researchers effectively and efficiently it is important to have branding power to be able to raise a certain level of funding, thus Kyoto University was made the subscriber and we determined that it is appropriate for the two funds established within that university to be the recipient of the Company’s shares. (3) Holding policy of the subscribers JCR has obtained consent from the subscriber Kyoto University that it will not transfer the common stock obtained through this disposition of treasury stock for a period of 10 years in principle to utilize the dividend income for long-term financial support for young researchers, etc. Moreover, JCR has confirmed in principle that the voting rights for the shares allocated to Kyoto University as a result of this disposal of treasury stock will not be exercised. Moreover, based on the stipulations of Tokyo Stock Exchange, in the event of the applicable common stock disposed to the subscribers through this disposition of treasury stock being transferred wholly or in part within two years of the date of disposition, the subscriber shall notify JCR in writing of the recipient’s name, address, number of shares transferred, date of transfer, transfer price, reason for transfer and transfer method, etc. JCR shall notify Tokyo Stock Exchange of the details of the report, and plans to obtain written assurances from the subscribers that the details of this report will be made publicly available. (4) Confirmation of sufficiency of assets required for the subscriber’s payment Kyoto University, as the subscriber, will make payment in cash using donations for the two funds. 9.45% 8.72% 6.71% 5.03% 2.62% 1.69% 0.88% 0.85% 7. Major Shareholders and Shareholding Percentages Following the Stock Disposition Prior to the Disposition (as of March 31, 2022) Following the Disposition MEDIPAL HOLDINGS CORPORATION 22.46% MEDIPAL HOLDINGS 22.46% CORPORATION The Master Trust Bank of Japan, Ltd. (Trust account) 9.45% The Master Trust Bank of Japan, Ltd. (Trust account) KISSEI PHARMACEUTICAL CO., LTD. 8.72% KISSEI PHARMACEUTICAL CO., LTD. FUTURE BRAIN CO., LTD. 6.71% FUTURE BRAIN CO., LTD. Custody Bank of Japan, Ltd. (Trust account) 5.03% Custody Bank of Japan, Ltd. (Trust account) The Nomura Trust and Banking Co., Ltd. (A trust account) 5.02% The Nomura Trust and Banking 5.02% Co., Ltd. (A trust account) Sumitomo Dainippon Pharma Co., Ltd. (Note)*1 Mochida Pharmaceutical Co., Ltd. SSBTC CLIENT OMNIBUS ACCOUNT Employee Shareholding Association of JCR Pharmaceuticals Co., Ltd. 2.62% Sumitomo Pharma Co., Ltd. 1.69% Mochida Pharmaceutical Co., (Note)*1 Ltd. 0.88% SSBTC CLIENT OMNIBUS ACCOUNT 0.85% Employee Shareholding Association of JCR Pharmaceuticals Co., Ltd. (Notes) 1. Sumitomo Dainippon Pharma Co., Ltd. changed its company name to Sumitomo Pharma Co., Ltd. on April 1, 2022 2. Shareholding percentages reflect the stock holding ratio to outstanding shares. 3. The above table does not include JCR’s treasury stock of 5,585,744 shares (except for 343,600 shares of its stock held in trust under a stock benefit trust.). JCR’s holdings of the treasury stock following disposition will be 4,585,744 shares. 4. Major shareholders and shareholding ratios following the disposition are based on the shareholders’ register as of March 31, 2022, and take into account only the changes resulting from this treasury stock disposition. 8. Future Outlook Regarding the impact on JCR’s performance going forward, we are of the understanding that it will be negligible, but in the event of an item for disclosure arising in the future, will make prompt notification. 9. Disclosure Regarding Procedures under the Code of Corporate Conduct As this stock disposition will result in dilution of less than 25% and there will not be a change in controlling shareholders, it does not require the receipt of an independent third-party opinion or shareholder approval as required under Rule 432 of the Securities Listing Regulations and Related Rules stipulated by Tokyo Stock Exchange. 10. Financial Results and Equity Finance Status for Most Recent Three Years (1) Financial results for most recent three years (consolidated) FY2019 FY2020 FY2021 Net sales ¥24,781 million ¥30,085 million ¥51,082 million Operating income ¥3,244 million ¥8,269 million ¥19,933 million Ordinary income ¥3,293 million ¥8,488 million ¥20,512 million Profit attributable to owners of the parent Net income per share Dividend per share ¥2,678 million ¥6,892 million ¥14,507 million ¥21.72 ¥8.00 ¥55.81 ¥12.00 ¥117.26 ¥22.00 Net assets per share ¥257.92 ¥306.31 ¥406.57 (Note) We conducted a 4-for-1 stock split on October 1, 2020. Net income per share, dividend per share and net assets per share are calculated and presented as though the stock split had been implemented at the beginning of FY2019. (2) Current number of shares outstanding and issuable shares (as of March 31, 2022) Number of shares Ratio to shares outstanding 129,686,308 shares 100.0% Number of shares outstanding Number of issuable shares at current conversion price (exercise price) Number of issuable shares at lowest conversion price (exercise price) Number of issuable shares at highest conversion price (exercise price) Opening price ¥6,620 Highest price ¥11,300 Lowest price ¥5,850 Closing price ¥9,420 - - - ¥9,420 □¥3,085 ¥13,050 □¥3,800 ¥8,720 □¥2,336 ¥12,500 □¥3,585 - - - ¥3,625 ¥3,745 ¥1,854 ¥2,257 (3) Recent share price status 1) Status for most recent three years FY2019 FY2020 FY2021 (Note) We conducted a 4-for-1 stock split on October 1, 2020. The □ mark shown for FY2020 is the share price after the ex-rights due to the stock split. 2) Status for most recent six months 2021 2022 November December January February March April Opening price ¥2,789 ¥2,463 ¥2,226 ¥2,014 ¥2,183 ¥2,256 Highest price ¥2,928 ¥2,470 ¥2,244 ¥2,208 ¥2,316 ¥2,435 Lowest price ¥2,495 ¥2,146 ¥1,854 ¥1,960 ¥1,912 ¥2,148 Closing price ¥2,499 ¥2,224 ¥2,011 ¥2,178 ¥2,257 ¥2,428 3) Share prices as of the business day prior to the disposition resolution date May 11, 2020 Opening price Highest price Lowest price Closing price ¥2,303 ¥2,310 ¥2,234 ¥2,280 (4) Equity finance status for most recent three years Not applicable. About JCR Pharmaceuticals Co., Ltd. JCR Pharmaceuticals Co., Ltd. (TSE 4552) is a global specialty pharmaceuticals company that is redefining expectations and expanding possibilities for people with rare and genetic diseases worldwide. We continue to build upon our 45-year legacy in Japan while expanding our global footprint into the US, Europe, and Latin America. We improve patients’ lives by applying our scientific expertise and unique technologies to research, develop, and deliver next-generation therapies. Our approved products in Japan include therapies for the treatment of growth disorder, Fabry disease, acute graft-versus host disease, and renal anemia. Our investigational products in development worldwide are aimed at treating rare diseases including MPS I (Hurler, Hurler-Scheie and Scheie syndrome), MPS II (Hunter syndrome), Pompe disease, and more. JCR strives to expand the possibilities for patients while accelerating medical advancement at a global level. Our core values – reliability, confidence, and persistence – benefit all our stakeholders, including employees, partners, and patients. Together we soar. For more information, please visit https://www.jcrpharm.co.jp/en/site/en/. Cautionary Statement Regarding Forward-Looking Statements This document contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are outside our control. Forward-looking statements often contain words such as “believe,” “estimate,” “anticipate,” “intend,” “plan,” “will,” “would,” “target” and similar references to future periods. All forward-looking statements regarding our plans, outlook, strategy and future business, financial performance and financial condition are based on judgments derived from the information available to us at this time. Factors or events that could cause our actual results to be materially different from those expressed in our forward-looking statements include, but are not limited to, a deterioration of economic conditions, a change in the legal or governmental system, a delay in launching a new product, impact on competitors’ pricing and product strategies, a decline in marketing capabilities relating to our products, manufacturing difficulties or delays, an infringement of our intellectual property rights, an adverse court decision in a significant lawsuit and regulatory actions. This document involves information on pharmaceutical products (including those under development). However, it is not intended for advertising or providing medical advice. Furthermore, it is intended to provide information on our company and businesses and not to solicit investment in securities we issue. Except as required by law, we assume no obligation to update these forward-looking statements publicly or to update the factors that could cause actual results to differ materially, even if new information becomes available in the future. Contact: Investors & Media: JCR Pharmaceuticals Co., Ltd. Corporate Communications ir-info@jcrpharm.co.jp ###

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